ADDITIONAL INSTRUMENTS OF TRANSFER Sample Clauses
ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party.
(b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers have not been obtained by Seller as of the Closing and Purchaser elects to proceed with the Closing, Seller shall, for the remaining term of such Interest, use its commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither of Purchaser nor Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, from whom such approval, consent or waiver is requested.
ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be without cost to any party.
ADDITIONAL INSTRUMENTS OF TRANSFER. From time to time after the Closing, each party shall, if requested by the other party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to effectuate the intent of the transactions contemplated hereby. Such efforts and assistance shall be at the cost of the requesting party.
ADDITIONAL INSTRUMENTS OF TRANSFER. Seller shall execute and deliver to Escrow Agent such further instruments of sale, transfer, conveyance, assignment and delivery, consents and assurances as may be reasonably requested by Purchaser in order to convey to Purchaser all right, title and interest of Seller in and to the Assets.
ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Buyer of all of Sellers' right, title and interest in and to the Purchased Assets. Such efforts and assistance shall be at the cost of the requesting party.
(b) Anything in this Agreement to the contrary notwithstanding, Sellers are not obliged to sell, assign, transfer or convey to Buyer any Purchased Asset without first obtaining all necessary material consents and approvals. To the extent any of the approvals or consents listed on Schedule 7.02 have not been obtained by Sellers, as of the Closing Date and Buyer elects to proceed with the Closing, Sellers shall use all commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Buyer of any monies received by Sellers in connection therewith) of such Purchased Asset to Buyer so long as Buyer performs all obligations with respect to the Purchased Asset (including the payment of all expenses in connection therewith); and (iii) enforce, at the request of Buyer and at the expense and for the account of Buyer, any rights of Sellers arising from such Purchased Asset, provided, however, that neither Buyer nor Sellers shall be obligated to pay any consideration or other sums (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party from whom such approval or consent is requested.
ADDITIONAL INSTRUMENTS OF TRANSFER. 23 SECTION 19.02. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .24 SECTION 19.03. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . .25 SECTION 19.04.
ADDITIONAL INSTRUMENTS OF TRANSFER. 71 Section 18.2. Notices............................................... 72 Section 18.3. Expenses.............................................. 74 Section 18.4. Transfer Taxes........................................ 74 Section 18.5. Collection Procedures................................. 74 Section 18.6. Governing Law......................................... 74 Section 18.7. Assignment............................................ 74 Section 18.8. Successors and Assigns................................ 75 Section 18.9.
ADDITIONAL INSTRUMENTS OF TRANSFER. 38 Section 20.02 Entire Agreement..........................................39 Section 20.03 Headings..................................................39 Section 20.04 Severability..............................................39 Section 20.05 Notices...................................................39 Section 20.06 Consents..................................................40 Section 20.07
ADDITIONAL INSTRUMENTS OF TRANSFER. 26 Section 19.02 Notices ................................................ 27 Section 19.03 Expenses ............................................... 28 Section 19.04
ADDITIONAL INSTRUMENTS OF TRANSFER. Any other assignments or instruments of transfer or assumption relating to the Acquired Assets and the Assumed Liabilities as may be reasonably requested by Buyer, in form and substance reasonably satisfactory to Buyer and effective as of the Closing.